Introduction

The name approval of the Registry of Companies is intended to act as a guideline in the name approval process. Although these policies attempt to establish some guidelines, the registrar may refuse to accept articles of incorporation or continuation of incorporation where it is determined that the name does not meet the criterion.

The aim of this policy is to assist persons who may be choosing a name for a company under any of the following Acts:

The Corporations Act

The Limited Partnerships Act

The Co-operatives Act

The Condominium Act

This policy should be used in conjunction with Sections 4- 13 inclusive of the Corporations Regulations.

The Registry of Companies checks for name availability within the province of Newfoundland and Labrador only. If you intend to carry on business in another jurisdiction, you must contact the appropriate department in that jurisdiction and request a name search. *See Page 9 for a list of Provincial Counterparts*

The database, on which name availability searches are made, is commonly called CADO (Companies and Deeds Online). It is comprised of:

Form of a Name

Names are acceptable in either capitals or lower case or any combination thereof. Punctuation and special characters are acceptable inside the name but a name MUST begin with letters or numbers. A name registered under the Corporations Act can be no longer than 200 characters. A corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or a combination thereof.

Legal Element

The legal element is a term that indicates the status of the entity as a corporation. Section 17 of the Corporations Act states: The word "Limited", "Limitee", "Incorporated", "Incorporee", or "Corporation" or the abbreviation "Ltd.", "Ltee", "Inc." or "Corp." shall be part of the name of every corporation but a corporation may use and may be legally designated by either the full or the abbreviated form.

Use of Personal Names

Section 9 of the Regulation states that a name is prohibited where an element of the name is the family name of an individual, whether or not preceded by a given name or initials, unless consent is given in writing or the individual has a material interest in the corporation. A director with the family name would be considered as having a material interest.

Please note that usage of just a natural person’s name plus the corporate legal element is not sufficient as a descriptive element would need to be included.

English/French Form of Name

A corporation may set out its name in its articles in an English form, a French form OR an English form and a French form or in a combined English and French form. The corporation may use and may be legally designated by that form. When reserving a name that is any of the above formats, the requester must be careful when entering the corporate name. If the name is approved, and articles of incorporation are submitted online
, the name will appear on the company profile exactly as it was entered by the requester.

Obscene Names

Internet Names

Suffixes like ".ca" or ".com" will not be treated as distinctive elements of a corporation name. The name will be treated as if it did not have the suffix. If the name has some distinctiveness without the suffix and it is not confusing with an existing name on the CADO database, it will be approved. If the name has no distinctiveness without the suffix, it will be rejected. The suffix does not add distinctiveness.

Revivals

Where a corporation has been revived under the Corporations Act, and, between the date of the dissolution and the date of its revival another corporation has been granted a name that is likely to be confused with the name of the revived corporation, the registrar may require as a condition of revival that the revived corporation does not carry on business or, where it seeks to carry on business, that it change its name immediately after it is revived.

Identical Names

A corporation may be incorporated with the name identical to that of a previous Newfoundland and Labrador corporation, if that previous corporation has been dissolved under Sections 341 or 342 of the Corporations Act for more than 5 years. If less than 5 years, a letter of consent will be required.

Consents Required

Confusing Name

A corporate name that is confusing with the name of a body corporate that has not carried on business in the 2 years immediately preceding the date of a request for that corporate name shall not for that reason alone be prohibited if the body corporate that has that name

consents in writing to the use of the name; and

undertakes in writing to dissolve immediately or to change its name before the corporation proposing to use the name commences to use it.

A corporate name that is confusing with the name of a body corporate shall not for that reason alone be prohibited if

the request for that corporate name relates to a proposed corporation that is the successor to the business of the body corporate and the body corporate has ceased or will cease to carry on business;

the body corporate undertakes to dissolve immediately or to change its name before the corporation proposing to use the name commences to carry on business; and

subject to subsection (2), the corporate name sets out in numerals the year of incorporation in parentheses immediately before the word "limited", "limitee", "incorporated", "incorporee", "corporation" or the abbreviation "Ltd", "Ltee", "Inc" or "Corp".

A corporate name referred to in paragraph (1) (c) after 2 years of use may be changed to delete the reference to the year of incorporation if the corporate name so changed is not confusing.

Where a corporation acquires all or substantially all of an affiliated body corporate, the use by the corporation of the name of the affiliated body corporate shall not be prohibited if the body corporate undertakes in writing to dissolve immediately or to change its name before the corporation adopts the name.

Financial Institutions

A corporate name is prohibited if it connotes the corporation carries on the business of a bank, loan company, insurance company, other financial intermediary, etc. Approval of use of that name must come from the regulating body such as the Superintendent of Financial Institutions which is a federal regulator. The Director of Pensions and Insurance should be contacted when an insurance company is requesting incorporation.

Professional Associations

A corporate name shall not suggest or imply a connection with a university or a professional association recognized by the laws of Canada or of a province, unless the university or professional association concerned consents in writing to the use of the proposed name.

Please note that corporate names containing the words “Engineer”, “Engineering”, “Geoscientist” or “Geoscience(s)” will require a letter of consent from the Association of Professional Engineers and Geoscientists of Newfoundland for usage of this word as part of the corporate name.

Government Affiliation

A corporate name is prohibited where the name connotes that the corporation is sponsored or controlled by or is affiliated with the Government of Canada, the government of a province, the government of a country other than Canada, or a political subdivision or agency of any government, or a federal or provincial Crown corporation, or the United Nations, unless the appropriate government, political subdivision, agency or Crown corporation consents in writing to the use of the name.

Revoking a Name

Where a corporation has been directed under section 22 or 23 of the Corporations Act to change its name and has not within 60 days from the service of the directive to that effect changed its name to a name that complies with this Act, the registrar may revoke the name of the corporation and assign to it a name, and, until changed in accordance with section 279, the name of the corporation is afterward the name so assigned.